AGM 2006 1
HERMANUSDOORNS SHAREBLOCK LIMITED AGM June 2006 AGM 2006 1 - - PowerPoint PPT Presentation
HERMANUSDOORNS SHAREBLOCK LIMITED AGM June 2006 AGM 2006 1 - - PowerPoint PPT Presentation
HERMANUSDOORNS SHAREBLOCK LIMITED AGM June 2006 AGM 2006 1 AGENDA l Welcome and Apologies l Special welcome to all new shareholders l Attendance Register l Notice Convening the Meeting and Quorum Appointment of Referee and assistant to
AGM 2006 2
AGENDA
l Welcome and Apologies
l Special welcome to all new shareholders
l Attendance Register l Notice Convening the Meeting and
Quorum
l
Appointment of Referee and assistant to administer and count votes
l Apologies and Proxies l MD’s Report
AGM 2006 3
AGENDA … cont
l Presentation of Financial Statements l Ordinary Business
l Resolutions 1,2,3,4,5,6,7 and 8
l Update on Business Plan l General l Closure l Lunch – directly after the meeting
AGM 2006 4
MD’s Report
AGM 2006 5
MD’s Report
l Year Ended Feb 2006 a good year
all-round
l Some Highlights
l Financial
l All Shareholder loans elliminated l Long term levy structure well received and
extended for further 5 years
l Continuous improvement of the Balance
Sheet
AGM 2006 6
MD’s Report - Highlights
l Operational
l Continued improvement of road into the
mountain
l Upgrade and Electrification of fencing l Electricity supply remains a problem
l Eskom related
l Reduction of building activity
AGM 2006 7
MD’s Report - Highlights
l Fauna and Flora
l Above average rainfall l Repetition of the Environmental Study l Further electrification of fences l Good breeding season
l Possibly attributed to the late rains l Post year end capture instead of culling – preferred
method of game management
l Removal of Alien plants - Sekelbos
AGM 2006 8
Game Count
10 20 21 16 6 9 40 40 40 6 90 21 25 110 Jun 06 10 Mountain Reedbuck 20 21 16 6 10 60 40 40 6 110 24 40 220 Feb 06 15 23 15 7 10 38 40 45 5 100 20 35 190 Feb 05 19 19 23 Rooihartebees 12 11 10 Steenbok 40 20 22 Bosbok 2 2 3 Giraffe 14 14 12 Klipspringer 7 9 10 Gemsbok 9 9 10 Zebra 33 24 23 Blouwildebees 25 25 31 Warthog 80 65 86 Kudu 16 13 13 Water Buck 50 30 30 Blesbok 160 125 190 Impala Feb 04 Aug 03 Feb 03 Description
AGM 2006 9
Rainfall History
HERMANUSDOORNS _ RAINFALL
200 400 600 800 1000 1200 mm 50 100 150 200 250 300 mm
Cummulative Monthly
531 1030 338 341 348 572 382 642 98/99 99/00 00/01 01/02 05/06 02/03 03/04 04/05
7 year Annual Average = 523mm 5 Year Annual Average = 459mm 3 Year Annual Average = 536mm
AGM 2006 10
Rainfall History
Annual Rainfall
200 400 600 800 1000 1200
1998/9 1999/0 2000/1 2001/2 2002/3 2003/4 2004/5 2005/6
Year mm
AGM 2006 11
The Key Trend Lines
AGM 2006 12
Levy Income
1 0 0 2 0 0 3 0 0 4 0 0 5 0 0 6 0 0 7 0 0 8 0 0
Ra nd s (R'0 0 0 )
1 9 9 5 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 2 0 0 1 2 0 0 2 2 0 0 3 2 0 0 4 2 0 0 5 2 0 0 6
Le vy I nc om e
AGM 2006 13
Levy Structure
1 ,0 0 0 2 ,0 0 0 3 ,0 0 0 4 ,0 0 0 5 ,0 0 0 6 ,0 0 0 7 ,0 0 0 8 ,0 0 0 9 ,0 0 0
Ra n ds pe r An nu m
1 9 9 5 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 2 0 0 1 2 0 0 2 2 0 0 3 2 0 0 4 2 0 0 5 2 0 0 6
Le vy Struc ture
AGM 2006 14
Levy Income - Budgeted
1 0 0 2 0 0 3 0 0 4 0 0 5 0 0 6 0 0 7 0 0 8 0 0 9 0 0
Ra nd s (R'0 0 0 )
1 9 9 5 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 2 0 0 1 2 0 0 2 2 0 0 3 2 0 0 4 2 0 0 5 2 0 0 6 2 0 0 7
Le vy I nc om e
AGM 2006 15
Investment Income - Budgeted
1 0 2 0 3 0 4 0 5 0 6 0
Ra nd s (R'0 0 0 )
2 0 0 5 2 0 0 6 2 0 0 7
I nve stm e nt I nc om e
AGM 2006 16
Growth in Equity
0 .0 1 .0 2 .0 3 .0 4 .0 5 .0 6 .0 7 .0
Ra nds (M illions)
1 9 9 5 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 2 0 0 1 2 0 0 2 2 0 0 3 2 0 0 4 2 0 0 5 2 0 0 6
Ca pit a l a nd Re se rve s
AGM 2006 17
Total Debt
2 0 0 4 0 0 6 0 0 8 0 0 1 ,0 0 0 1 ,2 0 0 1 ,4 0 0 1 ,6 0 0 1 ,8 0 0 2 ,0 0 0
Ra nd s (R'0 0 0 )
1 9 9 5 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 2 0 0 1 2 0 0 2 2 0 0 3 2 0 0 4 2 0 0 5 2 0 0 6
T ota l De bt
AGM 2006 18
Share Price
5 0 ,0 0 0 1 0 0 ,0 0 0 1 5 0 ,0 0 0 2 0 0 ,0 0 0 2 5 0 ,0 0 0 3 0 0 ,0 0 0 3 5 0 ,0 0 0
Ra n ds (R'0 0 0 )
1 9 9 5 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 2 0 0 1 2 0 0 2 2 0 0 3 2 0 0 4 2 0 0 5 2 0 0 6
Sha re Pric e
AGM 2006 19
MD’s Report … Conclusion
l Thank you to
l The shareholders l The auditors l The Non Execs l My fellow directors
l And I look forward to another great
year
AGM 2006 20
Ordinary Business
AGM 2006 21
Voting Procedure
l All done by Poll l One share – one vote l Counting independently done
l 2 volunteers l Board l Corresponding totals accepted
AGM 2006 22
Ordinary Business
l Ordinary Resolution 1
l Resolved as ordinary resolution
#1 to approve the minutes of the Annual General Meeting Held on 25th June 2005
AGM 2006 23
Annual Financial Statements
AGM 2006 24
Assets
Up by 1%
FLAT
Up by 51% Up by 91%
Down 100%
UP By 1% UP By 38%
Down 21%
UP By 9%
AGM 2006 25
Equity and Liabilities
FLAT
Up by 19% Up by 37% Up by 49%
Down 100%
Up by 6%
UP By 5% UP By 9% UP By 38%
AGM 2006 26
Levies Received in Advance
124,912 1 March 2006 to 28 Feb 2011 1,306,743 TOTAL 297,807 Capital Levy 106,579 1 March 2005 to 28 Feb 2010 78,947 1 March 2004to 28 Feb 2009 694,825 1 March 2006 to 28 Feb 2007
2006 R Period
AGM 2006 27
Revenue
14%
- 79%
+9%
- 58%
- 74%
+459%
- 7%
+18% 735,018 840,818 TOTAL 884 183 Shop 33,120 32,953 Municipal
- 3,158
General 23,194 9,596 Game 38,880 10,153 Building Income 9,129 41,802 Investment Income 105,207 97,845 Other Income 629,811 742,973 Levies 2005 2006
AGM 2006 28
Expenses
23,566 31,421 +35% Admin Fees 54,382 80,078 +47% Repairs and Maintenance 19,630 23,500 +20% Auditors +12%
- 14%
+20% +8%
- 11%
+25%
- 20%
+61% +10% Trend 19,630 23,500 Auditor Remuneration 51,623 56,140 Electricity and Water Total Detail 721,318 809,901 69,347 59,926 Other 79,780 71,128 Depreciation 32,604 40,912 Insurance 154,458 123,917 Vehicle Expenses 121,842 197,380 Salaries and Wages 114,086 125,499 Directors Salary 2005 2006
R 65k could have been capitalised
744,901 +3%
AGM 2006 29
Financial Report
l Budget – Feb 2006/7
l Total Expenses
R 810k
l Levy should be
l Operational
R 8,100
l VAT
R 1,134
l TOTAL
R 9,237
l Increase of 14% l No building revenue built in l Relatively cheap in context
ACTUAL R 809,901
As per last year’s Presentation
AGM 2006 30
Financial Report
l Budget – Feb 2007/8
l Total Expenses
R 900,000
l Recoveries
l Investment
R 55,000
l Municipal
R 38,000
R 93,000
l Real Levy
R 807,000
l VAT
R 113,000
l TOTAL
R 920,000
l Per Share = R 9,485 (+6.6%) l Budget 8%
AGM 2006 31
Other issues
l Building Revenue
l Outsourced to contractor
l Defaulted l Farm undertook to complete
l Resumed limited building work
l Late levies
l At 31 March Debtors were R 510k l Lost interest is R 3,500 per month l Three months is more than ONE levy lost
AGM 2006 32
Ordinary Business
l Ordinary Resolution 2
l Resolved as ordinary resolution #2 to
receive and adopt the Company’s annual financial statements for the year ended 28th February 2006, together with the reports of the directors and auditors.
AGM 2006 33
Ordinary Business
l Ordinary Resolution 3
l Resolved as ordinary resolution #3
to re-appoint Russell James and Company (Previously Core Chartered Accountants (SA)) as the auditors until the conclusion of the next Annual General Meeting.
AGM 2006 34
Ordinary Business
l Ordinary Resolution 4
l Resolved as Ordinary resolution 4 to
confirm the appointment of Mrs C Konz as executive director.
AGM 2006 35
Ordinary Business
l Financial stability of the Company
remains a core objective
l To ensure the long term stability of the
company, the board strongly believes that a Capital Reserve be developed.
l Development of a funding mechanism that
provides for the steady build up of this Reserve
l Various options are currently being
- investigated. These include
l Levy structure l Preferential Shares, in redeemable and convertible
format
P r e s e n t e d a t L a s t A G M
CAPITAL RESERVE
AGM 2006 36
Ordinary Business
l Ordinary Resolution 5
l Resolved as Ordinary Resolution 5 that a
special levy amounting to R3 500, inclusive
- f VAT, per share be levied and that this
money be solely used for the purchase of a capital related items that are authorised by resolution in a General Meeting
AGM 2006 37
Ordinary Business - Background
l Vehicle Usage
l Too many vehicles on the farm l Consideration and proposal for 2006 AGM as a
resolution:
All vehicles used on the farm –
- ther than to travel from the gate
to the shareholder dwelling – must be registered with the farm and must be legally registered with the relevant vehicle authorities
P r e s e n t e d a t L a s t A G M
AGM 2006 38
Ordinary Business
l Ordinary Resolution 6
l Resolved as Ordinary Resolution 6 that all
vehicles used on the farm – except those used to travel from the gate to the individual units – be registered with the farm and have the necessary COF.
AGM 2006 39
Ordinary Business - Background
l Visitors
l Un-accompanied Visitors remain one of the
Boards biggest headaches
l Visitors seem to not care for the farm as the
shareholders
l Consideration and proposal for 2006 AGM
as a resolution:
That visitors may only be on the farm if the respective shareholder is present
P r e s e n t e d a t L a s t A G M
AGM 2006 40
Ordinary Business
l Ordinary Resolution 7
l Resolved as Ordinary Resolution 7 that all visitors
to the Farm be accompanied by the shareholder
- r a “Shareholder Representative”. A Shareholder
Representative is defined to be the immediate family of the shareholder inclusive of children over 18 years of age
l In the absence of the shareholder, the “shareholder
representative” will assume the full responsibility and accountability of the shareholder.
l In the case of a syndicate, the “shareholder
representative” will include all the immediate family members of the of the syndicate members
AGM 2006 41
Ordinary Business
l Ordinary Resolution 8
l Resolved as Ordinary Resolution 8 that the
following limitations and rules will be placed on existing syndicated ownership. No new syndicates will be allowed.
l Syndicated ownership will be limited to 4 (four) partners,
members, shareholders, or beneficiaries depending on the legal structure of the syndicate. All these owners must be registered with Hermanusdoorns limited as the responsible persons for the specific syndicate.
l A variable premium levy would be levied to these
syndicates
AGM 2006 42
Ordinary Business - Background
l
Introduction of a “Non-natural Person” levy
l
Will apply to all shares held by:
l Trusts l CC’s l Company’s l Joint ownership l Partnerships l
Applicable from today
l
Maximum of 4 “allowable” shareholders and these must be nominated
l
Not retrospective unless shareholders wish to elect this – to be tabled at next AGM if this is recommended
l
Will be maximum of 200% of the Non-resident levy – i.e. Double
Presented at Last AGM
AGM 2006 43
Long Term Plans
AGM 2006 44
Director Re-election
l To be tabled at next AGM l Keep stability while allowing “new blood” into
Directorship
l Requires Amendment to Articles of
Association
l We will obtain the required legal and Company
Act input for these changes during the next 12 months
l Phases
l Increase directors to 6 l Rotational re-election of One or Two Directors per
annum
AGM 2006 45
Long Term Plans
l Financial stability of the Company
remains a core objective
l Levy structure now more in line with
budgeted expenses
l Capital levy to be raised from time to time l Other mechanisms still being considered
l Preferential Shares l Etc l Maybe on further land acquisition – if
appropriate
AGM 2006 46
Long Term Plans
l Further Development of Mountain
l Improved Road infrastructure l Provide access to the river l As and when funds permit – self funding
AGM 2006 47
Long Term Plans
l Fauna and Flora Issues
l Key focus on Sekelbos removal
l Great progress made this year
l Development of more sustainable dams
l Building of Hides
l Additional game l Further development as per environmental
study
l Management of Fauna and Flora under
strict guidance from consultants
l Finalisation delayed due to consultants ill health
AGM 2006 48
Long Term Plans
l Continual upgrading of Farm Assets
l Workshop area
- Complete
l Entrance
- Delayed
l To be moved closer to the road l Enhanced to improve access control
l Fencing – continuous upgrading and ultimate
electrification
- Underway
l Upgrading of roads to improve drainage and
reduce water damage
- Continuous
l Note: all of the above are Capital dependent
AGM 2006 49
Long Term Plans
l Land Expansion
l Still a desire for the Board l Require critical mass for herd development l Could provide better utilization of current mountain
area
l Must be accompanied by “self funding” financial
plan
l Available options
l Westerly direction
l
Section D – to reach the river
l
Section E – to incorporate the river
l Easterly direction
l
Section E
l
Section H
AGM 2006 50
A1 B1 A2 C D E1 E2
750Ha 750 Ha 200 Ha 356 Ha 250 Ha 1250 Ha 159 Ha
G
300 Ha
H I J
AGM 2006 51
General
AGM 2006 52
Proposal
l Received some issues too late to table
and circulate for this AGM
l Proposed by Wessel Hofman Trust l Proposal
l Revisit the acquisition of a generator that will
provide sufficient power in the case of non delivery from Eskom
l Tabled at next AGM
AGM 2006 53
Proposal
l D Botha
l Cleaning Services l Building Sites
l Labour Residence l Toilets l Weekend Building
AGM 2006 54
AGM 2006 55
Satellite
AGM 2006 56
Satellite
AGM 2006 57
Satellite
AGM 2006 58
Satellite
AGM 2006 59
Satellite
AGM 2006 60
Communication Issues
l Full implementation of our website
l Vote of thanks to John and Lorna Hill l Updated regularly
l Notification of meetings will be posted
- n the web site and correspondence will
be done by email
l Do away with registered and standard post
wherever possible
l All statutory info is available on this
AGM 2006 61
Important Legal Issues
l
Members shall at all times be required to use their firearms as provided for by the relevant legislation from time to time and shall not contravene any laws in so using their firearms
l
Members shall not allow unlicensed persons to drive a vehicle on the property
l
No un-roadworthy vehicles may be driven by anyone whatsoever on the property
l
Neither the Company, nor its directors shall be liable for conduct on the part of members or their families or invitees which contravenes these rules and/or the law THIS STATEMENT IS CLEARLY DISPLAYED AT THE MAIN ENTRANCE AND AT THE SWIMMING POOL AREA
l
It must be noted that anybody who commits a delict in his or her personal capacity is personably liable in respect of such delict and that the Company would in any event not be liable in such instance
AGM 2006 62
Administrative Issues
l Cleaning
l Deposit of R 500 to be paid to initiate service l Accounts payable on presentation of an account in
cash
l Service terminated if outstanding account equals
the Deposit
l Note: No cleaning will be provided on the
weekends – effective Monday
l Electricity
l Must be paid to Farm manager l Cheques payable to Hermanusdoorns l Electronic deposits to Hermanusdoorns,
Confirmation to farm manager
AGM 2006 63
Administrative Issues
l Telephone
l Common courtesy to be given to Farm Manager l Only flag “Urgency” if it really IS urgent l Please try use email wherever possible l Andre’s email is a.cochrane@mweb.co.za
l Don’t send pictures
l Farm Manager weekend
l Norm is week day weekends
l Use of private generators is NOT permitted
AGM 2006 64
Other General
l Theft
l Spate of thefts on farm l An alarm system is available l Request to install radios
l Fire Assist l Intruder alert
l Please be vigilant l Report suspicious activity
AGM 2006 65
Other General
l Dam near the hide
l Swimming Forbidden l Playing is forbidden
l Collection of Wood
l Do Not remove wood from the farm l Buy it from the shop
l Littering
l Please stop l Please stop and pick up litter
AGM 2006 66
Other General
l Entertainment Area and Pub
l Only open on special occasions
l Caravans
l Caravans parked on the property must be in an
enclosed garage and may not be used to house persons on the farm.
l Little correspondence received
l all but two issues have been resolved
l these will be done asap
l Matters to be brought to Board directly and
not through the AGM
AGM 2006 67
Closure
l Thank you for your attendance and input l Please join us for a meal directly after
the meeting
l THANK YOU ONCE AGAIN